Joint Operating Agreements: Key Provisions, Common Areas of Dispute, and Minimizing Performance Risks

Liability Allocation, Mitigation of Fiduciary Duties, Duration and Termination, Default and Nonperformance, Disputes and Claims

Recording of a 90-minute CLE webinar with Q&A


Conducted on Wednesday, September 4, 2019

Recorded event now available

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Program Materials

This CLE webinar will provide counsel with guidance for crafting critical provisions in joint operating agreements (JOAs) for joint ventures and other business entities. The panel will discuss clauses that should be carefully negotiated in these agreements and provide practical strategies to avoid common drafting pitfalls, minimize contract disputes, and protect client interests.

Description

JOAs set forth provisions to govern specific operational partnerships between two or more organizations. They differ from joint ventures, in which two or more entities combine resources to create a third entity jointly owned by both. In joint operations, two or more organizations contribute resources and manpower to a specific project, in which each entity maintains its distinct identity and parts ways at the end of the project. JOAs enable multiple parties to share the risk and expense as well as the benefits of projects that one party would be unable to complete on its own.

Careless drafting of JOAs or focusing solely on economic outcomes during contract negotiations can be a grave mistake that leads to lost money and time, eroded goodwill, disputes, and litigation.

Counsel to parties negotiating JOAs must carefully consider each provision--including the description of operations, rights and responsibilities, term and effective date, and financial interests and expectations of each party--to minimize potential legal and practical challenges when trying to enforce the agreement.

Listen as our panel of transactional attorneys provides practical guidance in drafting the most important provisions of JOAs, shares insights for negotiating these provisions, and highlights the most common drafting pitfalls.

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Outline

  1. Overview
  2. Owners and corporate structures
  3. Virtual mergers and targeted opportunities
  4. Control considerations
  5. Competition issues
  6. Unwind and exit rights
  7. Data and IP rights
  8. Insurance
  9. Drafting strategies
  10. Negotiating considerations
  11. Conclusion

Benefits

The panel will review these and other key issues:

  • What are the key provisions in an enforceable JOA?
  • What are the most common mistakes and pitfalls?
  • What are best practices for drafting and negotiating these provisions?
  • What role do control considerations play?
  • How should JOAs treat unwind and exit rights?
  • What are strategies for negotiating insurance provisions?

Faculty

MacDonald, James
James B. MacDonald

Shareholder
Stevens & Lee

Mr. MacDonald concentrates his practice on the development, commercialization and transfer of IP and technology. He...  |  Read More

Stein, Glenn
Glenn L. Stein

Member
Chiesa Shahinian & Giantomasi

Mr. Stein serves as a trusted legal advisor and counselor to clients, with a diverse corporate practice involving...  |  Read More

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